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EX-3.1 - EXHIBIT 3.1 - POSITIVEID Corpv409034_ex3-1.htm



 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 30, 2015

 

 

POSITIVEID CORPORATION
(Exact name of registrant as specified in its charter)

 

DELAWARE   001-33297   06-1637809
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
1690 SOUTH CONGRESS AVENUE, SUITE 201
DELRAY BEACH, FLORIDA
  33445
(Address of Principal Executive Offices)   (Zip Code)
             

Registrant’s telephone number, including area code: 561-805-8000

 
(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



 

 
 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws

 

On April 30, 2015, the Company filed an amendment to its Certificate of Incorporation to increase its authorized capital stock from 975,000,000 shares to 1,975,000,000 shares, consisting of 1,970,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated herein by reference

 

Item 9.01 Financial Statements and Exhibits.

 

       
 

Exhibit

Number

  Description
  3.1   Sixth Certificate of Amendment of Second Amended and Restated Certificate of Incorporation, as Previously Amended, of PositiveID Corporation

 

 

 
 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

  PositiveID Corporation
   
Date: May 1, 2015 By:  /s/ William J. Caragol
    William J. Caragol
Chief Executive Officer